Common use of Purchase of Securities at Option Clause in Contracts

Purchase of Securities at Option. OF HOLDER OR UPON A FUNDAMENTAL CHANGE Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, all or any portion of the Securities held by such Holder on February 15, 2019 and February 15, 2022 (each, a “Repurchase Date”) at a price equal to 100% of the Accreted Principal Amount of those Securities to be purchased, plus any accrued and unpaid interest, if any (including Additional Interest, if any), to, but excluding, such Repurchase Date (the “Repurchase Price”); provided, however, that any such accrued and unpaid interest (including Additional Interest, if any) will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding Regular Record Date. On each Repurchase Date, the Company will purchase all Securities for which the Holder has delivered and not withdrawn a written purchase notice. To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Notice containing the information set forth in the Indenture, at any time from 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding such Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture. The Repurchase Price for Securities to be so repurchased must be paid in Cash. In the event any Fundamental Change shall occur, each Holder of Securities shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities (or portions thereof that are integral multiples of $1,000 in Original Principal Amount), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which Fundamental Change Repurchase Date shall be no later than thirty five (35) calendar days, and no earlier than twenty (20) calendar days, after the date the Fundamental Change Company Notice is mailed in accordance with the Indenture, at a price, payable in Cash equal to 100% of the Accreted Principal Amount of the Securities (or portions thereof) to be so repurchased (the “Fundamental Change Repurchase Price”), plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date; provided, however, that if a Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay the full amount of accrued and unpaid interest, if any (including Additional Interest, if any), on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date, which may or may not be the same Person to whom the Company will pay the Fundamental Change Repurchase Price, and the Fundamental Change Repurchase Price will be 100% of the Accreted Principal Amount of the Securities repurchased. To exercise such right, a Holder shall deliver to the Paying Agent a Fundamental Change Repurchase Notice containing the information set forth in the Indenture, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture. The Fundamental Change Repurchase Price must be paid in Cash. Holders have the right to withdraw any Repurchase Notice or Fundamental Change Repurchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If Cash sufficient to pay the Repurchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be repurchased with respect to a Repurchase Date or Fundamental Change Repurchase Date, as the case may be, has been deposited with the Paying Agent, at 1:00 p.m., New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, then, on and after the Repurchase Date or Fundamental Change Repurchase Date, as applicable, such Securities will cease to be outstanding and interest, if any (including Additional Interest, if any), on such Securities will cease to accrue and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price or Fundamental Change Repurchase Price upon surrender of such Security.

Purchase of Securities at Option. OF THE HOLDER OR UPON A FUNDAMENTAL CHANGE Subject ON SPECIFIED DATES. (a) Securities shall be purchased in Cash in whole or in part (which must be equal to $1,000 or any integral multiple thereof) by the terms and conditions of the Indenture, the Company shall become obligated to repurchaseCompany, at the option of Holders, in accordance with the Holder, all or any portion provisions of this Article 3 and paragraph 8 of the Securities held by such Holder on February 15promptly after March 5, 2011, March 5, 2014 and March 5, 2019 and February 15, 2022 (each, a “Repurchase "Put Right Purchase Date”) "), at a purchase price per Security equal to 100% of the Accreted Principal Amount aggregate principal amount of those Securities to be purchasedthe Security, plus together with any accrued and unpaid interest, if any (interest up to but not including Additional Interest, if any), to, but excluding, such Repurchase the applicable Put Right Purchase Date (the “Repurchase "Put Right Purchase Price”"); provided, however, that any such accrued and unpaid interest (including Additional Interest, if any) will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding Regular Record Date. On each Repurchase Date, the Company will purchase all Securities for which the Holder has delivered and not withdrawn a written purchase notice. To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Notice containing the information set forth in the Indenture, at any time from 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding such Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture. The Repurchase Price for Securities to be so repurchased must be paid in Cash. In the event any Fundamental Change shall occur, each Holder of Securities shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities (or portions thereof that are integral multiples of $1,000 in Original Principal Amount), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which Fundamental Change Repurchase Date shall be no later than thirty five (35) calendar days, and no earlier than twenty (20) calendar days, after the date the Fundamental Change Company Notice is mailed in accordance with the Indenture, at a price, payable in Cash equal to 100% of the Accreted Principal Amount of the Securities (or portions thereof) to be so repurchased (the “Fundamental Change Repurchase Price”), plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date; provided, however, provided that if a Fundamental Change Repurchase the Put Right Purchase Date falls after a Regular Record Date and on or prior to before the corresponding related Interest Payment Date, any interest on the Company shall pay the full amount of accrued and unpaid interest, if any (including Additional Interest, if any), on such Interest Payment Date Securities will be payable to the Holder of record Holders in whose names the Securities are registered at the close of business on the corresponding such Regular Record Date, which may or may . (b) The Company shall give written notice of the applicable Put Right Purchase Date by notice sent by first-class mail to the Trustee and to each Holder (at its address shown in the register of the Registrar) not less than 20 Business Days prior to each Put Right Purchase Date (the "Company Put Right Notice"). Each Company Put Right Notice shall include a form of Put Right Purchase Notice to be completed by a Holder and shall state: (1) the same Person to whom the Company will pay the Fundamental Change Repurchase Put Right Purchase Price, the Put Right Purchase Date and the Fundamental Change Repurchase Conversion Price will be 100% and Conversion Rate then in effect; (2) the name and address of the Accreted Principal Amount Paying Agent and the Conversion Agent; (3) that Securities as to which a Put Right Purchase Notice has been given may be converted if they are otherwise convertible only in accordance with Article 4 hereof and paragraph 9 of the Securities repurchased. only to the extent that the Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (4) that Securities must be surrendered to the Paying Agent to collect payment; (5) that the Put Right Purchase Price for any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Purchase Date and the time of surrender of such Security as described in subclause (4) above; (6) the procedures the Holder must follow to exercise rights under this Section and a brief description of those rights; (7) briefly, the conversion rights of the Securities; (8) the procedures for withdrawing a Put Right Purchase Notice (including pursuant to the terms of Subsection 3.12(g)); (9) that, unless the Company defaults in making payment on Securities for which a Put Right Purchase Notice has been submitted, interest on such Securities will cease to accrue on and after the Put Right Purchase Date; and (10) the CUSIP number of the Securities. (c) If any of the Securities are to be redeemed in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to repurchases. (d) At the Company's request, the Trustee shall give such Company Put Right Notice on behalf of the Company and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company. (e) To exercise such rightits rights pursuant to this Section 3.12, a the Holder shall deliver to the Paying Agent of a Fundamental Change Repurchase Notice containing written notice of purchase in the information form set forth in Exhibit A attached hereto (a "Put Right Purchase Notice") at any time from the Indentureopening of business on the date that is 20 Business Days prior to the applicable Put Right Purchase Date until the close of business on the Put Right Purchase Date stating: (1) if certificated Securities have been issued, the certificate number of the Security which the Holder will deliver to be purchased (or if the Securities are not certificated, the Put Right Purchase Notice must comply with the procedures of the Depositary applicable to purchases), (2) the portion (which may be 100%) of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be in a principal amount of $1,000 or an integral multiple thereof, and (3) that such Security shall be purchased as of the applicable Put Right Purchase Date pursuant to the terms and conditions in this Section 3.12. (f) The Company shall purchase all Securities with respect to which a Put Right Purchase Notice is given and not withdrawn, upon the later of the applicable Put Right Purchase Date and delivery of such Securities to the Paying Agent (together with all necessary endorsements) at the offices of the Paying Agent (if the Securities are not certificated, such delivery must comply with the procedures of the Depositary applicable to purchases). Delivery of such Security shall be a condition to receipt by the Holder of the Put Right Purchase Price therefor. The Put Right Purchase Price shall be paid pursuant to this Section 3.12 only if the Security delivered to the Paying Agent conforms in all respects to the description thereof in the related Put Right Purchase Notice, as determined by the Company. (g) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.12 shall have the right to withdraw such Put Right Purchase Notice at any time prior to 5:00 p.m., New York City time, the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture. The Fundamental Change Repurchase Price must be paid in Cash. Holders have the right to withdraw any Repurchase Notice or Fundamental Change Repurchase Notice Put Right Purchase Date by delivering to the Paying Agent delivery of a written notice of withdrawal to the Paying Agent specifying: (1) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted (or, if the Securities are not certificated, the withdrawal notice must comply with the procedures of the Depositary applicable to withdrawals), (2) the aggregate principal amount of the Security (which must be equal to $1,000 or any integral multiple thereof) with respect to which such notice of withdrawal is being submitted, and (3) the aggregate principal amount, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company. (h) The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof. (i) On or before 5:00 p.m. (local time in the City of New York) on the Business Day following the Put Right Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an amount of money (in immediately available funds if deposited on or after such Put Right Purchase Date) sufficient to pay the aggregate Put Right Purchase Price of all the Securities or portions thereof which are to be purchased as of the Put Right Purchase Date. The manner in which the deposit required by this Section 3.12(i) is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds by the close of business on the Business Day after the Put Right Purchase Date. (1) If a Paying Agent holds, in accordance with the provisions of the Indenture. If Cash terms hereof, money sufficient to pay the Repurchase Put Right Purchase Price of any Security for which a Put Right Notice has been tendered and not withdrawn on the Put Right Purchase Date, then, on the close of business on the Business Day after the Put Right Purchase Date, such Security will cease to be outstanding, whether or Fundamental Change Repurchase Pricenot the Security is delivered to the Paying Agent, and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Put Right Purchase Price as aforesaid) and interest will cease to accrue on such Security. (2) The Put Right Purchase Price shall be paid to such Holder with respect to Securities for which a Put Right Purchase Notice has been tendered and not withdrawn, subject to receipt of funds by the Paying Agent, promptly following the later of (A) the Business Day after the Put Right Purchase Date with respect to such Security (provided that the conditions in Subsection 3.12(f) have been satisfied) and (B) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.12(f). Securities in respect of which a Put Right Purchase Notice has been given by the Holder thereof; if convertible pursuant to Article 4 hereof, may not be converted on or after the date of the delivery of such Put Right Purchase Notice, unless such Put Right Purchase Notice has first been validly withdrawn as specified in Subsection 3.12(g). (3) To the extent that the aggregate amount of Cash deposited by the Company pursuant to this Subsection 3.12(i) exceeds the aggregate Put Right Purchase Price of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess Cash to the Company. (j) The Company shall only be obligated to purchase, pursuant to this Section 3.12, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all Securities or portions thereof of a Security also apply to be repurchased with respect to a Repurchase Date or Fundamental Change Repurchase Date, as the case may be, has been deposited with the Paying Agent, at 1:00 p.m., New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, then, on and after the Repurchase Date or Fundamental Change Repurchase Date, as applicable, purchase of such Securities will cease to be outstanding and interest, if any (including Additional Interest, if any), on such Securities will cease to accrue and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price or Fundamental Change Repurchase Price upon surrender portion of such Security. (k) Upon receipt by the Paying Agent of the Put Right Purchase Notice specified in subsection 3.12 (f), the Holder of the Security in respect of which such Put Right Purchase Notice was given shall (unless such Put Right Purchase Notice is withdrawn as specified herein) thereafter be entitled to receive solely the Put Right Purchase Price with respect to such Security.

Purchase of Securities at Option. OF HOLDER OR UPON A FUNDAMENTAL CHANGE Subject to the terms and conditions of the Indenture, Holder on Specified Dates. (a) Securities shall be purchased in cash in whole or in part (which must be equal to $1,000 principal amount or any integral multiple thereof) by the Company shall become obligated to repurchaseCompany, at the option of Holders, in accordance with the Holder, all or any portion provisions of this Section 3.12 and paragraph 8 of the Securities held by such Holder promptly on February 15April 1, 2019 2011, April 1, 2016 and February 15April 1, 2022 2021 (each, a “Repurchase "Put Right Purchase Date”) "), or the time of the surrender of the Securities, if later, for cash at a purchase price equal to 100% of the Accreted Principal Amount of those Securities to be purchased, plus any accrued and unpaid interest, if any (including Additional Interest, if any), to, but excluding, such Repurchase Date (the “Repurchase Price”); provided, however, that any such accrued and unpaid interest (including Additional Interest, if any) will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding Regular Record Date. On each Repurchase Date, the Company will purchase all Securities for which the Holder has delivered and not withdrawn a written purchase notice. To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Notice containing the information set forth in the Indenture, at any time from 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding such Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture. The Repurchase Price for Securities to be so repurchased must be paid in Cash. In the event any Fundamental Change shall occur, each Holder of Securities shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities (or portions thereof that are integral multiples of $1,000 in Original Principal Amount), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which Fundamental Change Repurchase Date shall be no later than thirty five (35) calendar days, and no earlier than twenty (20) calendar days, after the date the Fundamental Change Company Notice is mailed in accordance with the Indenture, at a price, payable in Cash equal to 100% principal amount of the Accreted Principal Amount of the surrendered Securities (or portions thereof) to be so repurchased (the “Fundamental Change Repurchase Price”), plus together with accrued and but unpaid interest, if any, toand Contingent Interest, if any, up to but excluding, excluding the Fundamental Change Repurchase Date; provided, however, that if a Fundamental Change Repurchase applicable Put Right Purchase Date (the "Put Right Purchase Price"). If the Put Right Purchase Date falls after a Regular Record Date and on or prior to before the corresponding related Interest Payment Date, the Company shall pay the full amount of accrued and unpaid interest, if any (including Additional Contingent Interest, if any), on the Securities payable on such Interest Payment Date will be payable to the Holder of record Holders in whose name the Securities are registered at the close of business on the corresponding such Regular Record Date, which may or may not be the same Person to whom . (b) Unless the Company will pay has issued a notice to redeem the Fundamental Change Repurchase Securities pursuant to Section 3.03 hereof, the Company shall give written notice of the applicable Put Right Purchase Date by notice sent by first-class mail to the Trustee and to each Holder (at its address shown in the register of the Registrar) and to beneficial Holders as required by applicable law not less than 20 Business Days prior to each Put Right Purchase Date (the "Company Put Right Notice"). Each Company Put Right Notice shall include a form of Put Right Purchase Notice (defined below) to be completed by a Holder and shall state: (1) the Put Right Purchase Price, for the applicable Put Right Purchase Date and the Fundamental Change Repurchase Price will be 100% Conversion Rate then in effect; (2) the name and address of the Accreted Principal Amount Paying Agent and the Conversion Agent; (3) that Securities as to which a Put Right Purchase Notice has been given may be converted, if they are otherwise convertible, only in accordance with Article 4 hereof and paragraph 9 of the Securities repurchased. and only to the extent that the Put Right Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (4) that Securities must be surrendered to the Paying Agent as a condition to collecting payment of the Put Right Purchase Price; (5) that the Put Right Purchase Price for any Security as to which a Put Right Purchase Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Purchase Date and the time of surrender of such Security as described in subclause (4) above; (6) the procedures the Holder must follow to exercise rights under this Section 3.12 and a brief description of those rights; (7) the procedures for withdrawing a Put Right Purchase Notice (including a summary of the terms of Section 3.12(g)); (8) that, unless the Company fails to pay such Put Right Purchase Price on Securities for which a Put Right Purchase Notice has been submitted, such Securities shall no longer be outstanding and interest (including Contingent Interest, if any) on such Securities will cease to accrue on and after the Put Right Purchase Date; and (9) the CUSIP number of the Securities. (c) If any of the Securities are to be purchased in the form of a Global Security, the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures relating to such purchases of Global Securities. (d) At the Company's written request, the Trustee shall give such Company Put Right Notice on behalf of the Company and at the Company's expense; provided, however, that, in all cases, the text of such Company Put Right Notice shall be prepared by the Company; provided further that the Company shall make such request and deliver the text of such Company Put Right Notice at least five Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Company Put Right Notice must be given in accordance with this Section 3.12. (e) To exercise such rightits rights pursuant to this Section 3.12, a the Holder shall deliver to the Paying Agent a Fundamental Change Repurchase Notice containing properly completed put right purchase notice (which shall be in substantially the information set forth form attached as Exhibit A under the heading "Put Right Purchase Notice" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the Indenturecase of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's Applicable Procedures) (each, a "Put Right Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to 5:00 p.m., New York City time, the applicable Put Right Purchase Date until the close of business on the Business Day immediately preceding the Fundamental Change Repurchase DatePut Right Purchase Date stating: (1) certificated Securities have been issued, the certificate number of the Security that the Holder will deliver to be purchased (or if the Securities are not certificated, the Put Right Purchase Notice must comply with the Applicable Procedures relating to purchases); (2) the portion of the principal amount of the Security which the Holder will deliver to be purchased, which portion must be a principal amount of $1,000 or an integral multiple thereof; and (3) that such Security shall be purchased as of the applicable Put Right Purchase Date pursuant to the terms and conditions in this Section 3.12 and paragraph 8 of the Securities. (f) The Company shall deliver pay the Put Right Purchase Price for all Securities with respect to which a Put Right Purchase Notice is given and not validly withdrawn (provided that the Securities have not previously been submitted for conversion), upon the later of (A) the applicable Put Right Purchase Date (provided that the conditions in this Section 3.12 have been satisfied) and (B) delivery of such Securities to the Paying Agent as set forth (together with all necessary endorsements) at the offices of the Paying Agent (if the Securities are not certificated, such delivery must comply with the Applicable Procedures relating to purchases). Delivery of such Security shall be a condition to receipt by the Holder of the Put Right Purchase Price therefor. The Put Right Purchase Price shall be paid pursuant to this Section 3.12 only if the Security delivered to the Paying Agent conforms in all respects to the description thereof in the Indenturerelated Put Right Purchase Notice, as determined by the Company. The Fundamental Change Repurchase Price must Securities in respect of which a Put Right Purchase Notice has been given by the Holder thereof, if convertible pursuant to Article 4, may not be paid converted pursuant to Article 4 on or after the date of the delivery of such Put Right Purchase Notice unless such Put Right Purchase Notice has first been validly withdrawn in Cash. Holders accordance with Section 3.12(g) with respect to the Securities to be converted. (g) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Put Right Purchase Notice contemplated by this Section 3.12 shall have the right to withdraw such Put Right Purchase Notice in whole or in part at any Repurchase Notice time prior to the close of business on the Business Day immediately preceding the applicable Put Right Purchase Date by delivery of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or Fundamental Change Repurchase Notice in any other written form and, in the case of Global Securities, may be delivered electronically or by delivering other means in accordance with the Applicable Procedures) of withdrawal to the Paying Agent specifying: (1) the aggregate principal amount of the Security (which must be equal to $1,000 or any integral multiple thereof) with respect to which such notice of withdrawal is being submitted, (2) the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted (or, if the Securities are not certificated, the withdrawal notice must comply with the Applicable Procedures relating to withdrawals), and (3) the aggregate principal amount, if any, of such Security which remains subject to the original Put Right Purchase Notice and which has been or will be delivered for purchase by the Company, which portion must be a principal amount of $1,000 or an integral multiple thereof. (h) The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right Purchase Notice or written notice of withdrawal thereof. The Paying Agent will promptly return to the respective Holders thereof any Securities with respect to which a Put Right Purchase Notice has been withdrawn in compliance with this Indenture. (i) On or before 10:00 a.m. New York City time on the Business Day following the applicable Put Right Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of money (in immediately available funds if deposited on or after such Put Right Purchase Date) sufficient to pay the aggregate Put Right Purchase Price of all the Securities or portions thereof which are to be purchased as of the Put Right Purchase Date. (1) If a Paying Agent or the Trustee holds on the Business Day after the Put Right Purchase Date, in accordance with the provisions terms hereof, an amount of the Indenture. If Cash money sufficient to pay the Repurchase Put Right Purchase Price of any Security for which a Put Right Notice has been tendered and not withdrawn, then, immediately after the applicable Put Right Purchase Date, whether or Fundamental Change Repurchase Pricenot the Security is delivered to the Paying Agent, such Security will cease to be outstanding, interest (including Additional Interest and Contingent Interest, if any) shall cease to accrue and the rights of the Holder in respect of the Security shall terminate (other than the right to receive the Put Right Purchase Price upon delivery of the Security as aforesaid). (2) To the extent that the aggregate amount of cash deposited by the Company pursuant to this Section 3.12(i) exceeds the aggregate Put Right Purchase Price of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Company, or if such money is then held by the Company in trust, it shall be discharged from the trust. (j) The Company shall only be obligated to purchase, pursuant to this Section 3.12, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all Securities or portions thereof of a Security also apply to be repurchased with respect to a Repurchase Date or Fundamental Change Repurchase Date, as the case may be, has been deposited with the Paying Agent, at 1:00 p.m., New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, then, on and after the Repurchase Date or Fundamental Change Repurchase Date, as applicable, purchase of such Securities will cease to be outstanding and interest, if any (including Additional Interest, if any), on such Securities will cease to accrue and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price or Fundamental Change Repurchase Price upon surrender portion of such Security.

Purchase of Securities at Option. OF HOLDER OR UPON A FUNDAMENTAL CHANGE Subject to the terms and conditions of the IndentureHolder upon a Fundamental Change. In the event that a Fundamental Change shall occur, then each Holder shall have the right, at the Holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall become obligated to repurchase, at the option all of the such Holder's Securities not theretofore called for redemption, all or any portion of the Securities held by principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Holder Security to be outstanding after such repurchase is equal to $1,000 or an integral multiple of $1,000 in excess thereof), on February 15, 2019 and February 15, 2022 the date (each, a “the "Fundamental Change Repurchase Date”") that is (i) in the event of a Fundamental Change arising from a Change of Control, on the first Business Day after expiration of the Fundamental Change Conversion Period and (ii) otherwise on the 35th Business Day after a Termination of Trading, at a repurchase price equal to 100% of the Accreted Principal Amount principal amount of those the Securities to be purchased, repurchased plus any accrued and unpaid interest, if any (including Additional Interest, if any), to, but excluding, such Repurchase Date (the “Repurchase Price”); provided, however, that any such accrued and unpaid interest (including Additional Interestand Liquidated Damages, if any) will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date accrued but instead to the Holder of record at the close of business on the corresponding Regular Record Date. On each Repurchase Date, the Company will purchase all Securities for which the Holder has delivered and not withdrawn a written purchase notice. To exercise such right, a Holder shall deliver to the Paying Agent a Repurchase Notice containing the information set forth in the Indenture, at any time from 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding such Repurchase Date until 5:00 p.m., New York City time, on the Business Day immediately preceding such Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture. The Repurchase Price for Securities to be so repurchased must be paid in Cash. In the event any Fundamental Change shall occur, each Holder of Securities shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities (or portions thereof that are integral multiples of $1,000 in Original Principal Amount), on a date selected by the Company (the “Fundamental Change Repurchase Date”), which Fundamental Change Repurchase Date shall be no later than thirty five (35) calendar days, and no earlier than twenty (20) calendar days, after the date the Fundamental Change Company Notice is mailed in accordance with the Indenture, at a price, payable in Cash equal to 100% of the Accreted Principal Amount of the Securities (or portions thereof) to be so repurchased (the “Fundamental Change Repurchase Price”), plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase DateDate (the "Fundamental Change Repurchase Price"). Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article X, unless a Fundamental Change shall have occurred prior to such discharge. The Fundamental Change Repurchase Price shall be paid in cash; provided, however, that if a Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay have the full amount of accrued and unpaid interest, if any (including Additional Interest, if any), on such Interest Payment Date option to the Holder of record at the close of business on the corresponding Regular Record Date, which may or may not be the same Person to whom the Company will pay the Fundamental Change Repurchase Price, subject to the fulfillment by the Company of the conditions set forth in Section 3.3 and subject to the Share Limitation, by delivery of shares of Common Stock or a combination of cash and Common Stock. Each Holder whose Securities are repurchased pursuant to this Section 3.2 shall receive the same percentage(s) of cash and/or shares of Common Stock in payment of the Fundamental Change Repurchase Price will be 100% of the Accreted Principal Amount of the Securities repurchased. To exercise for such rightSecurities, a Holder shall deliver except with regard to the Paying Agent payment of cash in lieu of fractional shares of Common Stock. The number of shares of Common Stock to be delivered shall equal such number of shares of Common Stock as have a Fundamental Change Repurchase Notice containing fair market value (as determined under Section 3.3 hereof) equal to the information set forth in the Indenture, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding percentage of the Fundamental Change Repurchase Date, and shall deliver the Securities Price to the Paying Agent be paid in shares of Common Stock as set forth in the Indentureapplicable Company Notice. The At any time prior to the delivery of the applicable Company Notice, the Company may unilaterally irrevocably waive its right under this Section 3.2 to pay all or any portion of the Fundamental Change Repurchase Price must be paid in Cash. Holders have the right to withdraw any Repurchase Notice or Fundamental Change Repurchase Notice shares of Common Stock by delivering to the Paying Agent a providing written notice of withdrawal in accordance with such waiver to the provisions of the Indenture. If Cash sufficient to pay the Repurchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be repurchased with respect to a Repurchase Date or Fundamental Change Repurchase Date, as the case may be, has been deposited with the Paying Agent, at 1:00 p.m., New York City time, on the Repurchase Date or Fundamental Change Repurchase Date, as the case may be, then, on and after the Repurchase Date or Fundamental Change Repurchase Date, as applicable, such Securities will cease to be outstanding and interest, if any (including Additional Interest, if any), on such Securities will cease to accrue Trustee and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price or Fundamental Change Repurchase Price upon surrender of such SecurityHolders.